Capitalization Information Sample Clauses

Capitalization Information. Agent shall have received from the Borrower an accurate and complete capitalization table reflecting all of the direct and indirect owners of each Credit Party (including the applicable ownership percentages) as of: (i) the date immediately prior to the Closing Date (the “Pre-Closing Cap Table”), and (ii) the date immediately following the Closing Date (the “Post-Closing Cap Table”) (collectively, the “Cap Tables”);
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Capitalization Information. Agent shall have received from the Borrower, an accurate and complete, in all material respects, (i) list of the record shareholders of Holdings as maintained by Holdings and (ii) list of the shareholders holding at least 5% of the Equity Interests of Holdings (including the applicable ownership percentages), in each case, as of a recent date prior to the Closing Date. ​
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Capitalization Information. Parent shall have provided an accurate and complete capitalization table reflecting all of the direct and indirect owners of the Parent and its Subsidiaries (including the applicable ownership percentages) as of: (i) the date immediately prior to the Funding Date (the “Pre-Closing Cap Table”), and (ii) the date immediately following the Funding Date (the “Post-Closing Cap Table”)(collectively, the “Cap Table”).
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Capitalization Information. The Company shall deliver to Parent on a date that is two Business Days prior to the Closing Date updated versions of Schedules 4.05(a), 4.05(b) and 4.05(c) that set forth as of the Closing Date the information required by the relevant provisions of Section 4.05. The Company will provide to Parent, prior to the Effective Time, a copy of each stock option agreement, each restricted stock agreement and all other agreements pursuant to which the Company has granted Company Stock Options, Supplemental Options, Company Common Stock or any other type of award under the Option Plan. The Company shall use commercially reasonable efforts to cooperate with Parent toward ensuring satisfaction of all obligations under the Voting and Lockup Agreements by the Shareholders parties thereto.
Sample 1
Capitalization Information. Holdings shall have provided an accurate and complete capitalization table reflecting all of the direct and indirect owners of Holdings and its Subsidiaries (including the applicable ownership percentages) as of: (i) the date immediately prior to the Closing Date, and (ii) the date immediately following the Closing Date.
Sample 1
Capitalization Information. The Company shall deliver to Parent on a date that is two Business Days prior to the Effective Time a complete and accurate schedule as of such date certified by an officer of the Company that sets forth as of such date and as of the Effective Time, in each case, the following: (i) the Outstanding Series A Preferred, (ii) the Outstanding Series B Preferred, (iii) the Outstanding Common, (iv) the number of Company Stock Options (including Additional Options), (v) the average exercise price of the Company Stock Options (including Additional Options) and (vi) the name of the holder of each Company Stock Options (including Additional Options), the grant date and number of shares of Company Common Stock subject to such option, the exercise price of such option, and the date on which such option expires.
Sample 1
Capitalization Information. The Company shall deliver to Parent on a date that is two Business Days prior to the Effective Time a complete and accurate schedule as of such date of delivery certified by the Company that sets forth as of such date and at the Effective Time, a complete and accurate schedule as of the Effective Time certified by the Company that sets forth as of the Effective Time, in each case, the following: (i) the Outstanding Series A Preferred, (ii) the Outstanding Series B Preferred, (iii) the Outstanding Series B-1 Preferred, (iv) the Outstanding Redeemable Preferred, (v) the Outstanding Common, (vi) the number of vested Outstanding Options, (vii) the number of unvested Outstanding Options, (viii) the average exercise price of the vested and unvested Outstanding Options, (ix) the name of the holder of each Outstanding Option, the grant date and number of shares of Company Common Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested to the Effective Time and whether and to what extent the exercisability of such option will be accelerated as a result of the consummation of the transactions contemplated by this Agreement (indicating the circumstances that may cause such acceleration), and the date on which such option expires, and (x) the name of the holder of any Company Common Stock subject to vesting, the number of shares of Company Common Stock subject to vesting and the vesting schedule for such Company Common Stock, including the extent vested to the Effective Time and whether and to what extent the vesting of such shares of Company Common Stock will be accelerated as a result of the consummation of the transactions contemplated by this Agreement (indicating the circumstances that may cause such acceleration). The Company will make available to Parent, prior to the Effective Time, a copy of each stock option agreement, each restricted stock agreement and all other agreements pursuant to which the Company has granted Company Stock Options, Company Common Stock or any other type of award under the Option Plan or such other documentation of such agreements as is reasonably satisfactory to Parent. The Company shall use all commercially reasonable efforts to ensure satisfaction of all obligations under the Voting Agreements by the Stockholders parties thereto, including full exercise of any Warrants held by such Stockholders.
Sample 1
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Capitalization Information. Furnish to such Investor promptly following the end of each quarter an up-to-date capitalization table of the Company, certified by the Chief Financial Officer of the Company; and
Sample 1
Capitalization Information. The Company shall deliver to Parent (a) by a date that is no less than two Business Days prior to the Closing Date a complete and accurate schedule as of such date of delivery certified by the Company that sets forth as of such date and (b) on the Closing Date, a complete and accurate schedule as of the Closing Date certified by the Company that sets forth as of the Closing Date, in each case, the following: (i) the Total Series A Number, (ii) the Total Series B Number, (iii) the Outstanding Common Number, (iv) the Vested Option Number, (v) the Weighted Average Exercise Price, (vi) the name of the holder of each Company Stock Option outstanding, the grant date and number of shares of Company Common Stock subject to such option, the exercise price of such option, the vesting schedule for such option, including the extent vested to the Closing Date and whether and to what extent the exercisability of such option will be accelerated as a result of the consummation of the transactions contemplated by this Agreement (indicating the circumstances that may cause such acceleration), the date on which such option expires and whether and to what extent such option is intended to qualify as an incentive stock option as defined in Section 422 of the Code, and (vii) the name of the holder of any Company Common Stock subject to vesting, the number of shares of Company Common Stock subject to vesting and the vesting schedule for such Company Common Stock, including the extent vested to the Closing Date and whether and to what extent the vesting of such shares of Company Common Stock will be accelerated as a result of the consummation of the transactions contemplated by this Agreement (indicating the circumstances that may cause such acceleration). The Company will provide to Parent, prior to the Effective Time, a copy of each stock option agreement, each restricted stock agreement and all other agreements pursuant to which the Company has granted Company Stock Options, Company Common Stock or any other type of award under the Option Plan or such other documentation of such agreements as is reasonably satisfactory to Parent.
Sample 1

Related to Capitalization Information

  • Transaction Information The Adviser shall furnish to the Trust such information concerning portfolio transactions as may be necessary to enable the Trust or its designated agent to perform such compliance testing on the Funds and the Adviser’s services as the Trust may, in its sole discretion, determine to be appropriate. The provision of such information by the Adviser to the Trust or its designated agent in no way relieves the Adviser of its own responsibilities under this Agreement.

  • Budget Information Funding Source Funding Year of Appropriation Budget List Number Amount

  • Union Information On a quarterly basis, the Employer shall provide the Union with the name, address, telephone number, hire date, classification, employment status, and pay rate of bargaining unit members.

  • Basic Financial Information The Company shall furnish the following reports to each Purchaser (or any transferee of any Securities), so long as the Purchaser is a holder of any Securities: (a) within 30 days after the end of each of the 12 monthly accounting periods in each fiscal year (or when furnished to the Company's Board of Directors, if earlier), unaudited consolidated statements of income and retained earnings and cash flows of the Company and its Subsidiaries for each monthly period and for the period from the beginning of such fiscal year to the end of such monthly period, together with consolidated balance sheets of the Company and its Subsidiaries as at the end of each monthly period, setting forth in each case comparisons to budget and to corresponding periods in the preceding fiscal year, which statements will be prepared in accordance with US GAAP consistently applied, and will fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations for such periods; (b) within 90 days after the end of each fiscal year (or within five days after being filed with the Commission, if sooner), consolidated statements of income and retained earnings and cash flows of the Company and its Subsidiaries for the period from the beginning of each fiscal year to the end of such fiscal year, and consolidated balance sheets as at the end of such fiscal year, setting forth in each case in comparative form corresponding figures for the preceding fiscal year, which statements will be prepared in accordance with US GAAP, consistently applied, and will fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations for such periods, and will be accompanied by: (i) a report of the Company's independent certified public accounting firm; (ii) a report from such accounting firm addressed to the Purchasers, stating that in making the audit necessary to express their opinion on the financial statements, nothing has come to their attention which would lead them to believe that an Event of Default has occurred with respect to this Agreement or the Debentures or, if such accountants have reason to believe that any such Event of Default has occurred, a letter specifying the nature thereof; and (iii) the management letter of such accounting firm; (c) within 45 days after the end of each quarterly accounting period in each fiscal year (or within five days after being filed with the Commission, if sooner) consolidated statements of income and retained earnings and cash flows of the Company and its Subsidiaries for such quarterly accounting period and for the period from the beginning of each fiscal year to the end of such quarterly accounting period and consolidated balance sheets as at the end of such quarterly accounting period, setting forth in each case in comparative form corresponding figures for the preceding quarterly accounting period, which statements will be prepared in accordance with US GAAP, consistently applied, and will fairly represent the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations for such periods; (d) within 45 days after the end of each quarterly accounting period in each fiscal year, a certificate of the Chief Financial Officer of the Company stating that the Company is in compliance with the terms of this Agreement and any other material contract or commitment to which the Company or any of its Subsidiaries is a party or by which any of them is bound, or if the Company or any of its Subsidiaries is not in compliance, specifying the nature and period of noncompliance, and what actions the Company or such Subsidiary has taken and proposes to take with respect thereto. Notwithstanding the foregoing, the certificate delivered at the end of each fiscal year of the Company shall be signed by both the Chief Executive Officer and the Chief Financial Officer of the Company and shall be delivered within 90 days after the end of the fiscal year; (e) promptly upon receipt thereof, but in no event later than three business days, any additional reports or other detailed information concerning significant aspects of the operations and condition, financial or otherwise, of the Company and its Subsidiaries, given to the Company by its independent accountants; (f) at least 30 days prior to the end of each fiscal year, a detailed annual operating budget and business plan for the Company and its Subsidiaries for the succeeding twelve-month period. Such budgets shall be prepared on a monthly basis, displaying consolidated statements of anticipated income and retained earnings, consolidated statements of anticipated cash flow and projected consolidated balance sheets, setting forth in each case the assumptions (which assumptions and projections shall represent and be based upon the good faith judgment in respect thereof of the Chief Executive Officer of the Company) behind the projections contained in such financial statements, and which budgets shall have been approved by the Board of Directors of the Company prior to the beginning of each twelve-month period for which such budget shall have been prepared and, promptly upon preparation thereof, any other budgets that the Company may prepare and any revisions of such annual or other budgets; (g) within ten days after transmission or receipt thereof, copies of all financial statements, proxy statements and reports which the Company sends to its stockholders or directors, and copies of all registration statements and all regular, special or periodic reports which it or any of its officers or directors files with the Commission, the American Stock Exchange (the "AMEX"), the National Association of Securities Dealers Automated Quotation System ("NASDAQ") or with any other securities exchange or over-the-counter market on which any of the securities of the Company are then listed or approved for trading, copies of all press releases and other statements made generally available by the Company to the public concerning material developments in the business of the Company and its Subsidiaries and copies of material communications sent to or received from stockholders, directors or committees of the Board of Directors of the Company or any of its Subsidiaries and copies of all material communications sent to and received from any lender to the Company; and (h) with reasonable promptness such other information and financial data concerning the Company as any Person entitled to receive materials under this Section 9.2 may reasonably request. Notwithstanding the foregoing, all confidential information furnished at any time by or on behalf of the Company or its Subsidiaries to any Purchaser (or any transferee of any Securities) shall be subject to the provisions of Section 19.13.

  • Ownership Information The Participant hereby covenants that so long as the Participant holds any LTIP Units, at the request of the Partnership, the Participant shall disclose to the Partnership in writing such information relating to the Participant’s ownership of the LTIP Units as the Partnership reasonably believes to be necessary or desirable to ascertain in order to comply with the Code or the requirements of any other appropriate taxing authority.

  • Return of Confidential Information Subject to Section 4.2(e) of this Agreement, upon the request of a party, the other party shall return all Confidential Information to the other; provided, however, (i) each party shall be permitted to retain copies of the other party’s Confidential Information solely for archival, audit, disaster recovery, legal and/or regulatory purposes, and (ii) neither party will be required to search archived electronic back-up files of its computer systems for the other party’s Confidential Information in order to purge the other party’s Confidential Information from its archived files; provided further, that any Confidential Information so retained will (x) remain subject to the obligations and restrictions contained in this Agreement, (y) will be maintained in accordance with the retaining party’s document retention policies and procedures, and (z) the retaining party will not use the retained Confidential Information for any other purpose.

  • Financial Information, etc The Borrower will furnish, or will cause to be furnished, to the Administrative Agent and each Lender copies of the following financial statements, reports and information: (a) promptly when available and in any event within 90 days after the close of each Fiscal Year (i) a balance sheet at the close of such Fiscal Year, and statements of operations, of shareholders' equity and of cash flows for such Fiscal Year, of the Borrower and its Consolidated Subsidiaries certified without Impermissible Qualification by independent public accountants of recognized standing selected by the Borrower and reasonably acceptable to the Required Lenders, (ii) a Compliance Certificate calculated as of the close of such Fiscal Year, (iii) a projected financial statement of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, and (iv) the report filed by the Borrower with the SEC on Form 10-K for such Fiscal Year; (b) promptly when available and in any event within 45 days after the close of each of the first three Fiscal Quarters of each Fiscal Year (i) a balance sheet at the close of such Fiscal Quarter and statements of operations, of income and of cash flows for the period commencing at the close of the previous Fiscal Year and ending with the close of such Fiscal Quarter, of the Borrower and its Consolidated Subsidiaries certified by the chief accounting or financial Authorized Officer of the Borrower, (ii) a Compliance Certificate calculated as of the close of such Fiscal Quarter, and (iii) the report filed by the Borrower with the SEC on Form 10-Q for each such Fiscal Quarter; (c) promptly upon receipt thereof and upon request of the Administrative Agent or any Lender, copies of all management letters submitted to the Borrower by independent public accountants in connection with each annual or interim audit made by such accountants of the books of the Borrower or any Subsidiary; (d) promptly upon the incorporation or acquisition thereof, information regarding the creation or acquisition of any new Subsidiary; (e) promptly when available and in any event within ten days of publication, all material filings with the SEC; (f) within 45 days after the close of each Fiscal Quarter, an Applicable Margin Determination Ratio Certificate; and (g) such other information with respect to the financial condition, business, property, assets, revenues and operations of the Borrower and Subsidiaries as the Administrative Agent or any Lender may from time to time reasonably request.

  • Membership Information The District shall take all reasonable and lawful steps to safeguard the privacy of CSEA members’ personal information, including but not limited to members Social Security Numbers, personal addresses, personal phone number, personal cellular phone number and status as a union member. The District shall take all reasonable and lawful steps to protect employees personal information in response to Public Records Act requests. The District shall use its best efforts to filter out outsiders’ emails to work email address that interfere with and/or disrupt employees work.

  • DISCLOSURE OF FINANCIAL INFORMATION 26.1 The Customer represents and warrants that the financial information disclosed to us in his/its Application is an accurate representation of the Customer’s current financial condition. 26.2 The Customer represents and warrants that the Customer has very carefully considered the portion of the Customer’s assets which the Customer considers to be risk capital. 26.3 The Customer recognizes that risk capital is the amount of money the Customer is willing to put at risk and the loss of it would not, in any way, change the Customer’s lifestyle. 26.4 The Customer agrees to immediately inform us if the Customer’s financial condition changes in such a way to reduce the Customer’s net worth, liquid assets and/or risk capital.

  • Tax Return Information By the 31st day of March of each Fiscal Year of the Partnership, the General Partner, at the expense of the Partnership, shall cause to be delivered to the Limited Partners such information as shall be necessary (including a statement for that year of each Limited Partner’s share of net income, net gains, net losses and other items of the Partnership for the preceding Fiscal Year) for the preparation by the Limited Partners of their Federal, state and local income and other tax returns.

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